UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): April 9, 2008
VioQuest
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-16686
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58-1486040
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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180
Mt. Airy Road, Suite 102
Basking
Ridge, NJ 07920
(Address
of principal executive offices)
(908)
766-4400
(Registrant's
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On
April
9, 2008, VioQuest Pharmaceuticals, Inc. (the “Company”) entered into separate
subscription agreements (the “Subscription Agreement”) with several purchasers
(the “Purchasers”) pursuant to which the Company issued and sold to the
Purchasers an aggregate of 2,194.5 shares (the “Series A Shares”) of the
Company’s newly-designated Series A Convertible Preferred Stock (the “Series A
Stock”) at a price of $1,000 per share, resulting in gross proceeds to the
Company of $2,194,500 before deducting commissions and other expenses. In
addition to the Series A Shares, the Company also issued to the Purchasers
five-year warrants to purchase an aggregate of 18,287,500 shares of the
Company’s common stock at an exercise price of $0.10 per share (the “Warrants”).
The
Subscription Agreements provide that the Company will file within 45 days
of the
final closing of the offering of the Series A Shares, a registration statement
under the Securities Act covering the resale of the shares of common stock
issuable upon conversion of the Series A Shares and exercise of the Warrants.
The Company further agreed to cause such registration statement to be declared
effective by the Commission within 120 days following the final closing.
In the
event the Company fails to meet such 45-day or 120-day deadlines, it is required
to pay to each investor a cash penalty of 1% of the amount of such investor’s
investment for each monthly period (or portion thereof) in which the Company
is
not in compliance with its registration obligations, but, notwithstanding
anything to the contrary in the Subscription Agreements, in no event shall
the
amount of compensatory payments payable by the Company exceed 10% of the
amount
of such investor’s investment.
On
April
9, 2008 the Company also entered into separate securities exchange agreements
(the “Securities Exchange Agreement”) with five investors (the “Initial
Investors”) that purchased the Company’s Series A Stock and warrants on March
14, 2008, as previously reported by the Company in its Form 8-K filed on
March
20, 2008. Pursuant to the terms of the Securities Exchange Agreements, the
Initial Investors exchanged 765 shares of Series A Stock for an equal number
of
shares of Series A Stock with the same economic terms as the Series A Stock
sold
to the Purchasers on April 9, 2008. In addition, the Initial Investors exchanged
their warrants to purchase 3,825,000 shares of the Company’s common stock at an
exercise price of $0.13 per share for warrants with the same terms as the
Warrants issued to the Purchasers. The Initial Investors received warrants
to
purchase an aggregate of 6,375,000 shares of the Company’s common stock at an
exercise price of $0.10 per share.
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Item
3.02
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Unregistered
Sales of Equity Securities.
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The
disclosures under Item 1.01 of this report are incorporated by reference.
The
Series A Shares and Warrants were sold to 31 investors, each of which the
Company reasonably believes is an “accredited investor,” as defined under Rule
501(a) of the Securities Act of 1933, and no means of general solicitation
or
advertising was used in connection with the offering. Accordingly, the Company
relied on the exemptions from the registration requirements of the Securities
Act provided by Section 4(2) and Rule 506.
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers; Compensatory Arrangements of Certain
Officers
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On
April
11, 2008, Edward C. Bradley, M.D., the Company’s Chief Scientific Officer,
resigned from his part-time position with the Company. Effective
April 14, 2008, the Company appointed Vernon Alvarez, Ph.D., as its Vice
President of Research and Development. Dr. Alvarez’s employment with the Company
is governed by the terms of a letter agreement dated April 14, 2008 and provides
for an initial base salary of $225,000. Pursuant to the letter agreement,
Dr.
Alvarez also received an option to purchase 400,000 shares of the Company’s
common stock. The option will vest in three equal annual installments,
commencing in April 2009 and will be exercisable at a price per share equal
to
$0.10. The option was issued pursuant to the Company’s 2003 Stock Option Plan
and will be exercisable by Dr. Alvarez as long as he remains employed by
the
Company.
Since
February 2008, Dr. Alvarez has served as a consultant to the Company. Prior
to
that, Dr. Alvarez was a consultant from July 2007 to February 2008 for Cytogen
Corp. From March 2001 to June 2006, Dr. Alvarez was the Vice President of
Research and Development for TransMolecular, Inc.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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VioQuest
Pharmaceuticals, Inc.
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Date:
April 15, 2008
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By:
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/s/
Brian Lenz
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Brian
Lenz
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Chief
Financial Officer
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